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supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be modified, only in writing signed by the authorized representatives of City and Developer. 5. Binding Upon Successors, This Agreement and each of its terms shall be binding upon City and Developer and their respective officers, elected officials, employees, agents, contractors, and permitted successors and assigns. 6. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties. No person or entity has any rights or remedies Corder this Agreement. 7. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter. S. Jurisdiction and Venue. This Agreement is executed and is to be performed in Orange County, California, and any action or proceeding brought relative to this Agreement shall be heard in the appropriate court in the Cotmty of Orange, Califonnia. City and Developer each consent to the personal jurisdiction of the court in any such action or proceeding. 9. Severability. If any term or provision of this Agreement is found to be invalid or unenforceable, City and Developer both agree that they would have executed this Agreement notwithstanding the invalidity of such term or provision.. The invalid term or provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety. 10. Headings. The, headings of each Section of this Agreement are for the purposes of convenience only and shall not be construed to either expand or limit the express terms and language of each Section. 11. Representations of the Parties. Each person signing this Agreement on behalf of a Patty which is not a natural person hereby represents and warrants to the other Party that all necessary legal prerequisites to that Party's execution of this Agreement have been satisfied and. that he or she has been authorized to sign this Agreement and bind the Party on whose behalf he or she signs. [Signatures on following page] 2